Milpitas, Calif., July 16, 2009 – JDSU today announced that it has completed its acquisition of the Network Tools business of Finisar Corporation. The acquisition immediately establishes JDSU as the world’s leading provider of storage area network (SAN) protocol test tools, software and services.
“This acquisition provides JDSU with unique capabilities to address the SAN test market’s best growth opportunities, such as Fibre Channel over Ethernet,” said Dave Holly, president of JDSU’s Communications Test and Measurement business segment. “We welcome the Network Tools team to JDSU and look forward to combining our respective strengths to deliver test innovation for the benefit of our customers.”
JDSU expects the business to contribute revenue in the mid-to-high single-digit millions of dollars and neutral operating income in the first quarter of fiscal year 2010.
JDSU also announced that it will be issuing grants of compensatory stock option and restricted stock unit awards to employees hired by JDSU in connection with the acquisition. The restricted stock unit and stock option awards to be granted to those employees by JDSU are generally comparable to equity awards that JDSU generally grants to its new employees. These grants were made under the JDS Uniphase Corporation 2005 Acquisition Equity Incentive Plan, which was approved by the Board of Directors of JDSU, but not submitted for the approval of the stockholders of JDSU.
These restricted stock unit and stock option awards were approved by the Compensation Committee of the JDS Uniphase Corporation Board of Directors on July 15, 2009. Pursuant to such approval, on August 15, 2009 JDSU will award restricted stock units and stock options covering a total of 314,700 shares of JDSU common stock. Awards will be granted to 87 employees.
The stock options to be granted will have an exercise price equal to the closing price of JDSU common stock on NASDAQ on August 14, 2009 (i.e., the last regular trading day on NASDAQ prior to the date of grant). The stock options otherwise will contain the same terms and conditions as the standard form of stock option award agreement previously approved by the Board of Directors of JDSU. The material terms of the standard form of stock option agreement are as follows. Stock options vest over a four (4) year period: 25 percent of the shares vest after one year of continuous service with JDSU from the grant date and the remaining shares vest in equal quarterly installments over the next three years of continuous service. The options may not be exercised any later than eight (8) years from the date of grant, and the option will generally expire after 90 days in the event that the employee's service with JDSU ends during that eight year period.
The restricted stock units to be granted will contain the same terms and conditions as the standard form of restricted stock unit award agreement previously approved by the Board of Directors of JDSU. The material terms of the standard form of restricted stock unit agreement are as follows. Restricted stock units vest over a four (4) year period: 25 percent of the shares vest after one year of continuous service with JDSU from the grant date and the remaining shares vest in equal annual installments over the next three years of continuous service.
JDSU (NASDAQ: JDSU; and TSX: JDU) enables broadband and optical innovation in the communications, commercial and consumer markets. JDSU is the leading provider of communications test and measurement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers. JDSU is also a leading provider of innovative optical solutions for medical/environmental instrumentation, semiconductor processing, display, brand authentication, aerospace and defense, and decorative applications. More information is available at http://www.jdsu.com/.
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Certain statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such forward-looking statements include, but are not limited to any statement or implication that Finisar Network Tools’ operations, sales channels and business will be successfully incorporated into JDSU, or that Finisar Network Tools’ products described in this presentation (i) will be successfully introduced or marketed, (ii) will be qualified and purchased by our customers, or (iii) will perform to any particular specifications or performance or reliability standards. Such forward-looking statements involve risks and uncertainties that, if realized, could materially impair the Company's results of operations, business, and financial condition. These risks and uncertainties include the following, among other things: (a) our current visibility as to customer demand levels, future market growth and the timing, extent, location, requirements and nature of network build-outs and technology transitions, is extremely limited; (b) our ability to retain key employees within the Network Tools business during the transition phase after the transaction closes; (c) our ability to integrate this new business into our Communications Test and Measurement business segment without interruption to the operation of the business and while generating positive operating income; (d) the products may not (i) perform as expected without material defects, (ii) be manufactured at acceptable volumes, yields, and cost, (iii) be qualified and accepted by our customers, and (iv) successfully compete with products offered by our competitors, (e) anticipated synergies in product innovation and development and services may not materialize; and (f) factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements contained in this presentation are made as of the date hereof, and the Company does not assume any obligation to update or qualify any of the statements made herein.